Agmt23 RedwoodShores School District

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REV: 08-24-23 VR Conversely, BRSSD agrees to indemnify and defend the CONTRACTOR and its employees and agents from any and all claims, damages, and liability in any way occasioned by or arising out of the negligence of BRSSD and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from CONTRACTOR’s failure to comply with any law, regulation or ordinance, including but not limited to those listed in this Agreement. 15. DISPUTE RESOLUTION Should any dispute arise out of this Agreement, the parties should meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. If the mediated settlement is reached, neither party shall be the prevailing party for the purposes of this settlement. Neither party shall be permitted to file legal action without first meeting in the mediation and maintaining a good faith attempt to reach a mediated resolution. 16. GOVERNING LAW AND VENUE This Agreement, including any exhibits, shall for all purposes be deemed subject to the laws of the State of California, an in the event of a lawsuit concerning this agreement, venue shall be in the County of San Mateo. 17. TERMINATION The BRSSD may at any time terminate this Agreement upon written notice to the CONTRACTOR. The BRSSD shall compensate the CONTRACTOR for services satisfactorily provided through the date of termination, subject to contingency provision in Section 18. In addition, the BRSSD may terminate this Agreement for cause should CONTRACTOR fail to perform any part of its obligations under this Agreement. In the event of termination for cause, the BRSSD may secure the required services from another contractor. If the cost to the BRSSD exceeds the cost of providing the services pursuant to this Agreement, CONTRACTOR shall pay the additional cost. 18. CONTINGENCY Notwithstanding the foregoing, or any language to the contrary, the BRSSD and the CONTRACTOR agree and acknowledge that this Agreement and the parties’ respective obligation thereunder are entirely contingent upon the BRSSD’s receipt of anticipated grant funding from the California Department of Education, ELO-P initiative for the 2023-2024 school year and subsequent years, in an amount sufficient to cover the sum set forth above. If the BRSSD does not receive the anticipated funding, it may reduce the scope of this Agreement, or terminate it at the BRSSD’s sole option, with no penalty to either party. 19. COMPLETENESS OF AGREEMENT This Agreement constitutes the entire understanding of the parties and any changes shall be agree to in writing. ATTY/AGR.2023.218/Belmont Redwood Shores School District (Extended Day Academic and Enrichment Service) (Page 4 of 5)